Winx Club: Ultimate Alliance
by Metron99
Summary: AU After spending months in Magix getting to know her restored family and kingdom Bloom returns to Earth...only to find it was devastated wasteland, recovering from an Invasion that she wasn't able to prevent. Just what transpired here? The truth will soon be revealed. MARVEL/DC Mega-Crossover.


Winx Club copyright Rainbow

Avengers copyright Marvel Comics

Justice League copyright DC Comics

* * *

**Winx Club: Ultimate Alliance**  
**Chapter 01: Ruins of Gardenia**

* * *

_Many, Many years ago...longer than most can remember._

_there existed a "Great Dragon", whose legendary power gave life to what is now the Realm of Magix._

_granting the dimension Light and Dark Magic that enabled Fairies, Witches and other creatures to exist._

_The dragon itself chose one of these mystic worlds as it's home and, at the moment of it's death, it's power was passed on to the royal family of that world._

_Then..one fateful day._  
_Lord Darkar (the Shadow Pheonix) waged war on the Kingdom of Domino._

_he sent his servants to take the Great Dragon's Power._  
_which was now bonded to the infant Princess Bloom._

_Bloom's older sister, Daphnie, sacrificed herself by sending her baby sister to a planet virtually UNKNOWN to all mystical creatures: Earth._

_Domino fell that day._  
_but, it's legacy lived on through Bloom_

_who was found by a kindly human couple and, raised to live a happy and normal life in Gardenia City._

_On her Sixteenth year, Bloom discovered the truth._  
_and, with the help of her new friends..restored her kingdom, her family AND her people._

_Since then, she dedicated most if her time with her birth parents._  
_living on her homeland (now christened "Sparx") as Princess._

_But, while she was away...her Adopted Homeworld fell into darkness._

_Just..Like..Domino._

**[Planet Sparx, Noontime]**

The sun shined brightly over the beautiful Kingdom of Sparx.

Queen Marion walk down a walkway into the courtyard.  
where she saw her youngest (and, now ONLY) Daughter with her husband.

they appeared to be riding horses.

"HA! HA! HA!  
Can't Catch Me, DAD!" exclaimed Bloom, joyful

King Oritel smirked as he gripped his reigns.

"We'll see about THAT, young lady!"

Marion watched as Father and Daughter raced their horses around.

she shook her head and chuckled, amused at this.

"Tea, you're grace?" said a main that walked up

"oh, thanks."

Marion took the tea cup and sipped it.

It wasn't long until Bloom and Oritel returned to the castle grounds.  
as they dismouted the horses, some servant came and escorted them to the stables.

"you two enjoy yourselves?" said Marion

Bloom smiled warmly.

"so long as i'm with you: ALWAYS."

Oritel blushed.

"now, stop it, honey." joked the king

(("BLOOM!"))

Bloom, Marion and Oritel looked and, saw an Amber colored apperation appear before them.

they recognized it as the spirit of Daphnie (Bloom's deceased older sister.)

"DAPHNIE!, There you are." exclaimed Bloom

"where have you been, Sis!?  
i haven't seen you in over a month!"

Daphnie look stressed and worried.

(("Bloom, i've been TRYING to reach you for Weeks!-"))

Marion looked at her daughter.

"Daphnie..what is wrong?"

Daphnie exhaled sharply, rubbing her head.

(("i..recieved a mystical message.")) began Daphnie

(("it was from a Sorcerer..a very Powerful One.  
and, his message was an Urgent One, one of Distress."))

Daphnie looked at Bloom.

(("Bloom..my dear sister: it came from EARTH."))

Bloom widened her eyes and gaped her mouth in shock and horror.

"e-earth?!"

Marion gasped.

"oh, my word..Vanessa, Mike."

Bloom immediatly got hysterical.

"WHAT HAPPENED!?, WHO WAS IT!?  
WHY DIDN'T YOU TELL ME!?, ARE MY PARENTS OKA-!"

(("Calm DOWN, Bloom!")) said Daphnie, trying to calm her sister

(("I tried to contact you, but some 'Dark Magic' was blocking me.  
in fact, i couldn't contact ANYONE..i was stranded between worlds."))

"BLOOM!"

At that moment, Bloom looked and saw group a familiar faced run towards her.

Stella, Musa, Techna, Flora and Layla

"BLOOM!" called Flora

the Winx girls approached their friend.

"Guys!, wa-what's going on!?"

"Communications have been down All Over Magix." explained Techna

"Cel-Phones, Television, Internet, EVERYTHING!  
none of us haver been able to contact one another."

Bloom looked at her Cel-Phone.

"huh, i was wondering why i got no calls from Sky..OR, Stella."

"We called you like "Forty-Seventy Times!" said Stella

Bloom looked at them.

"what?, WHY!?"

"Because the Grand Magix Concil revieved a Distress Signal..from Earth."

Bloom gasped, stunned again.

"EARTH sent a call to Magix?!" said Oritel outloud

"Perposterous!  
apart from Mike and Vanessa, NO HUMAN on earth knows of our existance."

"I know it doesn't make sense..but, we recieved multiple calls from Earth.  
someone on Earth KNOWS that we exist..and, were calling for help." said Techna

Bloom was speechless, hundreds of things going through her mind.

"w-wee..When d-did the concil r-recieve the signals?"

"a month ago..." began Techna

"dozens of calls were made..then, suddenly stopped.  
we recieved several others later on, but not as much as when they started."

"oh, god.."

"we have a ship prepped and read-"

Bloom immediatly transformed into Fairy Form.

"i'm READY." said Bloom, sternly

Bloom looked at her parents.

"Mom..Dad..i'm sorry.  
i really do enjoy being a princess, and getting to know my people.

but, Earth is ALSO my home.  
and, my adopted parents may be in danger, I have to-"

"We understand, Bloom." said Marion, interrupting her

"go..go save them.  
they ARE our family, afterall."

Bloom nodded, then turned and faced her friends.

"let's go."

**[Starship, Somewhere in the Cosmos]**

the Winx Club sat in their seats as they flew towards Earth at Lightspeed.

the whole time Bloom was twiddling her fingers.  
her mind wondering what could of befallen Earth in her absense.

"i hope their okay.." muttered Bloom

Flora looked at Bloom.  
then, placed an affectionet hand on her shoulder

"don't worry Bloom..i'm SURE they're okay."

"YEAH!, think about something positive!" chirped Musa

Bloom grumbled.

"how can i?!" snapped Bloom, suddenly angry

"This whole thing has made me realise that i haven't been on Earth in MONTHS!

Now, i find out that Earth (Somehow) sent a Distress Signal to Magix.  
a call that has went Unanswered and Ignored for One WHole Month.

WHO KNOWS WHAT'S HAPPENED SINCE THEN!?"

"I understand you're concern, Bloom.  
but, you MUST stay positive and keep a cool head." said Layla

Bloom exhaled sharply.

"Okay..okay, i'll TRY."

Bloom closed her eyes and breathed steadily.

"Heads up!, we're approaching the Solar System NOW." said Techna

Bloom opened her eyes and looked out the window.  
she saw the Sun, familiar planets...and, finally EARTH.

"And, There's Earth!  
Third Planet from this sector's sun."

Stella looked at Earth.

"well..it l-looks okay."

Bloom narrowed her eyes

"LAND..i want a closer look."

Techna nodded.

"Right.  
pinpointing Gardenia City..landing NOW."

Techna flew the ship down to Earth.

it entered the atmosphere, passing through the thick, dark clouds.

"i..don't remember it being so Cloudy, before." said Bloom

"hold on..i'm seeing an opening."

light began to shine thru the dense, foggy clouds.  
the Winx's ship finally broke thru..and, the girls jaws dropped at what they saw.

the skies were dull grey with dense clouds.  
the city itself was nothing but a ruin.

buildings were crumbled, demolished or completly destroyed.  
it looked like a bomb went off..or, something really BIG attacked it.

Bloom's eyes were wide as saucers.  
she stared blankly at the destroyed ruins of her 'earthly home'

"no.." said Bloom, underbreath

"oh, my..Gooood." said Layla, also stunned

tears flowed from Flora's eyes.

"i'm landing..n-now." said Techna, stuttering

Techna flew the ship over where Central Park was suppose to be.

it hover for awhile before finally landing.  
the doors opened, and the ramp lowered.

the Winx Girls (in full fairy form) flew out onto the ground.

Bloom took a moment to look at her town.  
it was even more depressing at ground level than in the air.

buildings were parially demolished and abandoned.  
the streets were empty, absolutly No People AT ALL.

and, the park...the park was burnts and barren.  
no grass, no flowers and only lifeless skeletal trees.

Flora flew over to one of them and placed her hand on it.  
the nature fairy gasped, tears flowing down her cheek.

"n-nothing..i feel No Life at all."

Techna paced around, trying to think.

"what..what happened here?"

Bloom was frozen in shock and awe.

"this can't be happening..." muttered Bloom to herself

"this can't be happening, it shouldn't be happening.  
it can't be happening, it...it can't, i-"

Bloom now sounded like she was losing her mind.

"bloom?" said Layla, worried

"are you-"

Bloom suddenly gasped out loud.

"mom..dad."

Bloom suddely levitated and flew off at a high speed.

"Bloom!?, BLOOM WAIT!"

the other fairies flew after her.

Bloom flew down the empty streets.  
every once in awhile glancing at the destruction before her.

she paused upon seeing a crashed Firetruck lodged in a Flower Shop.

"no...NO!"

Bloom resumed her flight, flying even faster.

Bloom soon reached her destination: her adoptive parents apartment.  
the others arrived just as soon as she did.

Bloom landed and ran towards the front door.

"MOMMY!, DADDY!" shrieked Bloom, feeling like a scared child

just then, Techna's holo-device beeped loudly.

"oh no..BLOOM!, WAAAIT!"

just as Bloom reached the door...something burst thru it.  
the red haired fairy wa sknocked back by the dislodged door and parts of the wall.

she looked up..and, saw a hulking monster emerge from what used to be her earthly home.

it had dark skin, red eyes and needle-like teeth and long taloned hands and feet.  
it looked an awful lot like the "shadow creatures" that Lord Darkar used.

"RAAAAAAAAAAAAAAHHHHH!" shrieked the beast

"WHAT ON MAGIX IS THAT THING!?" exclaimed Stella

Bloom glared at the monster hatefully.

"whatever it is...i'm gonna Kill It."

Bloom flew up and charged at it, her fists burning with mystic flames.  
but, the monster swiped at her..propelling Bloom like a shot into the ground.

"RAAAAAAHHH!"

Stella and Flora helped Bloom up.  
the Winx Girl then looked as the creature charged at them.

"LOOK OOOOUT!" exclaimed Layla.

the Winx readied to defend themselves.

Suddenly...

THWIP!

the dark beast was snagged by a cable-like lines of 'silvery silk'

the girls looked and saw a "man" clinging to the wall of a building.  
a man dressed in a red-and-blue full body costume with a web-like pattern.

a black spider symbol was on his chest and, the silver lens eyes of his facemask were big and insect-like.

"Hold it RIIIGHT THERE, Tough Guy.." said the 'Spider Human'

"I think the ladies...need some SPAAACE!"

Spider-Man jerked his weblines, pulling the monster back.  
he then leapt down to the Winx Girls, turned and faced the monster.

"so..what's a Big Scary and Ugly thing like you, doing in a place like thi-"

"RAAAAAAAAAAAAHHHH!"

"right-right, not the talking sort, huh?"

"RAAAAA-"

Spider-Man suddenly webbed the monster's mouth shut.

"That's enough of THAT."

the monster began to pry at the webbing.  
as it did, Spidey shot a webline and performed a flying kick into it's chest.

as he fought with it, the girls just stared at each other.

"whose THIS guy?!" said Layla

"Whoever he is..he's got some Moves." said Musa

Suddenly, the creature grabbed Spider-Man clutching his waist in it's clawed hand and squeezing him.

"GAAAHH!"

"Oh No, HE NEEDS HELP!" exclaimed Flora

before the girls could do Anything.  
a green beam of light suddenly shot from the air.

the beam hit the monster, consuming it in an energy field.

the girls looked and saw a man in a green-and-black uniform levitating above them.  
his body glowed with green energy, and he bore a "lantern" emblem on his chest.

Spider-Man eventually got free as the 'Green Lantern'  
contained the monster in an green energy bubble.

"need help?" said the Lantern

"naw..i could've handled him."

the Lantern smirked.

"so i see." Spider-Man looked at the Winx Girls.

"you girls okay?"

the Winx Girls looked at each other..then nodded.

"Yes..w-we are." said Bloom, stunned and shock at this

just then, some armored trucks drove up to them.

the trucks had an 'eagle' or 'falcon' crest on them and, bore the acronym "S.H.I.E.L.D." on it.

"and, here comes the calvery..fashionable late as Usual" said Spider-Man

the Winx watched as the doors opened and, several men and woman in dark blue-and-white uniforms marched out.

armed with high-powered rifles, then aimed them at the contained creature.

"at ease, Men."

the SHIELD Agents stepped back as someone approched.  
the Winx Club looked..and, saw a fairy like THEM approach.

the fairy was dressed in a green skirt and armless shirt.  
her hair was short and blonde and had long transparent fairy wings.

she also wore a green mask that resembled Daphnie's and, wielded a "Wand-like battle staff (which resembled Stella's)

"MS. MAGIX." said an Agent

Bloom eyed the fairy.

"Miss...MAGIX?!"

Ms. Magix eyed the captured monster.

"caught another of those Shadow Critters, eh?"

"yep!" said Spider-Man

"i wore it out.  
while "Ring Boy" finished the jo-"

"You can fill me in on the details LATER." said Ms. Magix

the fairy then took out a gun-like device.  
she aimed it at the monster and smiled.

"Jordon..release it."

with that, the Green Lantern canceled his energy construct.  
the monster (now free) roared loudly at the Fairy.

but, she only smiled and fired the weapon.

the beam impacted the creature, disolving it until it disappeared in a flash.  
Ms. Magix looked at a red screen on the gun and smiled.

"another evil beasty for the Phantom Zone." said Ms. Magix

"Ms. Magix, SHIELD Command has reported several reported sightings in the Finacial and Industial Districts of the city."

Ms. Magix grinned.

"then, let's hop to it." said Ms. Magix

"the sooner we purge the city of these things the sooner we can begin the restoration of Gardenia..and, other cities."

"Affirmative."

"Hey, WAIT!"

Bloom walked over to the 'New Fairy.'

"I have some questio-"

"ah, Princess Bloom..and, the Winx Club." said Ms. Magix

Bloom stopped, staring blankly at her.

"you..k-know who we are?!"

"of course..and, we've been expecting you.  
though, you ARE a tad bit late: the Invasion's already over."

Bloom gasped.

"I-Invasion?!"

Ms. Magix nodded.

"uh-huh..  
Earth was invaded by a Dark Wizard from Magix One Month Ago.

we sent distress calls, but..none of them could reach you.  
so, we gave up and decided to defend our planet on our own.

we won, but..it wasn't easy."

Bloom stepped back, stunned.

"my god.."

Bloom looked at Ms. Magix.

"wa-what happened to my parents?!"

"all you're questions will be answered, Bloom..  
once you meet up with Director Fury at S.H.I.E.L.D. Headquarters."

"where's that?"

Ms. Magix didn't answer..she just pointed UP.  
Bloom and the Winx Girls looked up...and, their jaws dropped.

from out of the clouds lowered a massive flying fortress.  
with giant roter-fans and various hover-jets flying from it.

"oh, my lord..." muttered Techna

* * *

**Author Note: My First Chapter of my First, SERIOUS Winx Club Crossover.**

** As the title suggest, this is meant to be based on 'Marvel: Ultimate Alliance'**  
** but, is actuallya Crossover between Marvel and DC Comics (with Winx thrown in.)**

** I set this some time after Season Three and the first two CGI movies.**  
** where Bloom is a hero, restored her kingdom and herbirth parents.**

** and, it is presumed that Bloom spent ALOT of time in Magix.**  
** thus, beaing absent from Earth for an untold number of months.**

** during which Earth was Invaded (guess who it was)**  
** leaving the Heroes of MARVEL and DC to defend it on their own.**

** This chapter starts at the very end.**  
** so, the whole story will be told in Flashbacks.**

** Let's hope this Mega-Crossover gets some Fans (i'm working HARD on it)**


End file.
